GAAP requires us to consider whether securitizations we sponsor and other transfers of financial assets should be treated as sales or financings, as well as whether any VIEs that we hold variable interests in – for example, certain legal entities often used in securitization and other structured finance transactions – should be included in our consolidated financial statements. The GAAP principles we apply require us to reassess our requirement to consolidate VIEs each quarter and therefore our determination may change based upon new facts and circumstances pertaining to each VIE. This could result in a material impact to our consolidated financial statements during subsequent reporting periods.

At September 30, 2023, we consolidated Legacy Sequoia, Sequoia, CAFL, Freddie Mac SLST, Freddie Mac K-Series, and HEI securitization entities that we determined were VIEs and for which we determined we were the primary beneficiary. Each of these entities is independent of Redwood and of each other and the assets and liabilities of these entities are not owned by and are not legal obligations of ours. Our exposure to these entities is primarily through the financial interests we have retained, although for certain securitizations, we are exposed to financial risks associated with our role as a sponsor, servicing administrator, collateral administrator, or depositor of these entities or as a result of our having sold assets directly or indirectly to these entities.

We also consolidate two Servicing Investment entities formed to invest in servicing-related assets that we determined were VIEs and for which we determined we were the primary beneficiary. At September 30, 2023, we held an 80% ownership interest in, and were responsible for the management of, each such entity. See Note 11 for a further description of these entities and the investments they hold and Note 13 for additional information on the minority partner’s non-controlling interest. Additionally, we consolidated an entity that was formed to finance servicer advances that we determined was a VIE and for which we, through our control of one of the aforementioned partnerships, were the primary beneficiary. The servicer advance financing consists of non-recourse short-term securitization debt, secured by servicer advances. We consolidate the securitization entity, but the securitization entity is independent of Redwood and the assets and liabilities are not owned by and are not legal obligations of Redwood. See Note 14 for additional information on the servicer advance financing.

During 2021, we consolidated an HEI securitization entity formed to invest in HEI that we determined was a VIE and for which we determined we were the primary beneficiary. At September 30, 2023 and December 31, 2022, we owned a portion of the subordinate certificates issued by the entity and had certain decision making rights for the entity. See Note 10 for a further description of this entity and the investments it holds and Note 13 for additional information on non-controlling interests in the entity. We consolidate the HEI securitization entity, but the securitization entity is independent of Redwood and the assets and liabilities are not owned by and are not legal obligations of Redwood.

For certain of our consolidated VIEs, we have elected to account for the assets and liabilities of these entities as collateralized financing entities ("CFE"). A CFE is a variable interest entity that holds financial assets and issues beneficial interests in those assets, and these beneficial interests have contractual recourse only to the related assets of the CFE. Accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities of a CFE using the more observable of the fair value of the financial assets or fair value of the financial liabilities. The net equity in an entity accounted for under the CFE election effectively represents the fair value of the beneficial interests we own in the entity.

In addition to our consolidated VIEs for which we made the CFE election, we consolidate certain VIEs for which we did not make the CFE election, and elected to account for the ABS issued by these entities at amortized cost. These include our CAFL Bridge securitizations, Freddie Mac SLST re-securitization, and Servicing Investment entities. In January 2023, we called the Freddie Mac SLST re-securitization and paid off the associated outstanding ABS issued.


September 30, 2023	Legacy Sequoia		Sequoia		CAFL(1)		Freddie Mac SLST(1)		Freddie Mac K-Series		Servicing Investment		HEI		Total Consolidated VIEs
(Dollars in Thousands)
Residential loans, held-for-investment	$	150,152	$	3,774,090	$	—	$	1,312,149	$	—	$	—	$	—	$	5,236,391
Business purpose loans, held-for-investment	—		—		3,494,669		—		—		—		—		3,494,669
Consolidated Agency multifamily loans	—		—		—		—		420,554		—		—		420,554

Home equity investments	—		—		—		—		—		—		129,150		129,150
Other investments	—		—		—		—		—		252,650		—		252,650
Cash and cash equivalents	—		—		—		—		—		15,198		—		15,198
Restricted cash	67		76		24,127		—		—		—		4,015		28,285
Accrued interest receivable	333		15,263		19,267		4,900		1,275		2,232		—		43,270
Other assets	—		—		8,062		2,865		—		7,973		50		18,950
Total Assets	$	150,552	$	3,789,429	$	3,546,125	$	1,319,914	$	421,829	$	278,053	$	133,215	$	9,639,117
Short-term debt	$	—	$	—	$	—	$	—	$	—	$	154,128	$	—	$	154,128
Accrued interest payable	310		12,695		11,181		3,398		1,150		385		—		29,119
Accrued expenses and other liabilities	(106)		80		2,736		—		—		32,062		25,627		60,399
Asset-backed securities issued	149,202		3,568,505		3,134,929		1,058,991		387,650		—		92,773		8,392,050
Total Liabilities	$	149,406	$	3,581,280	$	3,148,846	$	1,062,389	$	388,800	$	186,575	$	118,400	$	8,635,696

Value of our investments in VIEs(1)	$	950	$	205,581	$	394,184	$	256,023	$	32,904	$	91,478	$	14,815	$	995,935
Number of VIEs	20		20		20		2		1		3		1		67


December 31, 2022	Legacy Sequoia		Sequoia		CAFL(1)		Freddie Mac SLST(1)		Freddie Mac K-Series		Servicing Investment		HEI		Total Consolidated VIEs
(Dollars in Thousands)
Residential loans, held-for-investment	$	184,932	$	3,190,417	$	—	$	1,457,058	$	—	$	—	$	—	$	4,832,407
Business purpose loans, held-for-investment	—		—		3,461,367		—		—		—		—		3,461,367
Consolidated Agency multifamily loans	—		—		—		—		424,551		—		—		424,551
Home equity investments	—		—		—		—		—		—		132,627		132,627
Other investments	—		—		—		—		—		301,213		—		301,213
Cash and cash equivalents	—		—		710		—		—		12,765		—		13,475
Restricted cash	69		73		26,296		—		—		—		3,424		29,862
Accrued interest receivable	284		11,227		18,102		5,144		1,293		342		—		36,392
Other assets	637		—		14,265		2,898		—		7,547		50		25,397
Total Assets	$	185,922	$	3,201,717	$	3,520,740	$	1,465,100	$	425,844	$	321,867	$	136,101	$	9,257,291
Short-term debt	$	—	$	—	$	—	$	—	$	—	$	206,510	$	—	$	206,510
Accrued interest payable	282		8,880		10,918		3,561		1,167		492		—		25,300
Accrued expenses and other liabilities	—		81		4,559		—		—		24,745		22,329		51,714
Asset-backed securities issued	184,191		2,971,109		3,115,807		1,222,150		392,785		—		100,710		7,986,752
Total Liabilities	$	184,473	$	2,980,070	$	3,131,284	$	1,225,711	$	393,952	$	231,747	$	123,039	$	8,270,276

Value of our investments in VIEs(1)	$	1,285	$	219,299	$	385,927	$	237,807	$	31,767	$	90,120	$	13,062	$	979,267
Number of VIEs	20		17		19		3		1		3		1		64

(1)Value of our investments in VIEs, as presented in this table, represents the fair value of our economic interests in the consolidated VIEs that we account for under the CFE election. CAFL includes BPL term loan securitizations we account for under the CFE election and two BPL bridge loan securitizations for which we did not make the CFE election. As of September 30, 2023 and December 31, 2022, the fair value of our interests in the CAFL Term securitizations were $316 million and $304 million, respectively, and the remaining values were associated with our interests in the CAFL Bridge securitizations, for which the ABS issued is carried at amortized historical cost. At December 31, 2022, Freddie Mac SLST includes securitizations we account for under the CFE election and also includes ABS issued in relation to a re-securitization of the securities we own in the consolidated Freddie Mac SLST VIEs, that we account for at amortized historical cost. In January 2023, we called the Freddie Mac SLST re-securitization and paid off the associated outstanding ABS issued. As of September 30, 2023 and December 31, 2022, the fair value of our interests in the Freddie Mac SLST securitizations accounted for under the CFE election was $256 million and $323 million, respectively, with the difference reflected in the December 31, 2022 table above due to ABS issued and carried at amortized historical cost.


	Three Months Ended September 30, 2023
	Legacy Sequoia		Sequoia		CAFL		Freddie Mac SLST		Freddie Mac K-Series		Servicing Investment		HEI		Total Consolidated VIEs
(Dollars in Thousands)
Interest income	$	2,596	$	40,180	$	52,940	$	15,065	$	4,677	$	8,069	$	—	$	123,527
Interest expense	(2,487)		(35,810)		(38,273)		(10,523)		(4,290)		(3,410)		—		(94,793)
Net interest income	109		4,370		14,667		4,542		387		4,659		—		28,734
Non-interest income

Investment fair value changes, net	(215)		(4,966)		(6,562)		(32,388)		390		3,059		968		(39,714)
Other income	—		—		377		—		—		—		—		377

Total non-interest income, net	(215)		(4,966)		(6,185)		(32,388)		390		3,059		968		(39,337)
General and administrative expenses	—		—		—		—		—		(89)		—		(89)
Other expenses	—		—		—		—		—		(1,526)		—		(1,526)

Income (loss) from Consolidated VIEs	$	(106)	$	(596)	$	8,482	$	(27,846)	$	777	$	6,103	$	968	$	(12,218)


	Nine Months Ended September 30, 2023
	Legacy Sequoia		Sequoia		CAFL		Freddie Mac SLST		Freddie Mac K-Series		Servicing Investment		HEI		Total Consolidated VIEs
(Dollars in Thousands)
Interest income	$	7,879	$	112,302	$	161,960	$	45,831	$	13,993	$	23,794	$	—	$	365,759
Interest expense	(7,650)		(99,859)		(116,360)		(32,392)		(12,842)		(11,054)		—		(280,157)
Net interest income	229		12,443		45,600		13,439		1,151		12,740		—		85,602
Non-interest income

Investment fair value changes, net	(319)		(1,596)		(4,643)		(40,017)		1,138		7,265		1,846		(36,326)
Other income	—		—		761		—		—		—		—		761

Total non-interest income, net	(319)		(1,596)		(3,882)		(40,017)		1,138		7,265		1,846		(35,565)
General and administrative expenses	—		—		—		—		—		(82)		—		(82)
Other expenses	—		—		—		—		—		(4,007)		—		(4,007)

Income (loss) from Consolidated VIEs	$	(90)	$	10,847	$	41,718	$	(26,578)	$	2,289	$	15,916	$	1,846	$	45,948


	Three Months Ended September 30, 2022
	Legacy Sequoia		Sequoia		CAFL		Freddie Mac SLST		Freddie Mac K-Series		Servicing Investment		HEI		Total Consolidated VIEs
(Dollars in Thousands)
Interest income	$	1,475	$	31,587	$	61,439	$	16,098	$	4,762	$	7,800	$	—	$	123,161
Interest expense	(1,486)		(27,541)		(44,804)		(12,829)		(4,377)		(2,606)		—		(93,643)
Net interest income	(11)		4,046		16,635		3,269		385		5,194		—		29,518
Non-interest income

Investment fair value changes, net	(328)		(10,936)		(4,527)		(41,892)		316		(3,286)		(584)		(61,237)


Other income	—		—		286		—		—		—		—		286
Total non-interest income, net	(328)		(10,936)		(4,241)		(41,892)		316		(3,286)		(584)		(60,951)
General and administrative expenses	—		—		—		—		—		(55)		—		(55)
Other expenses	—		—		—		—		—		(372)		—		(372)

Income (loss) from Consolidated VIEs	$	(339)	$	(6,890)	$	12,394	$	(38,623)	$	701	$	1,481	$	(584)	$	(31,860)


	Nine Months Ended September 30, 2022
	Legacy Sequoia		Sequoia		CAFL		Freddie Mac SLST		Freddie Mac K-Series		Servicing Investment		HEI		Total Consolidated VIEs
(Dollars in Thousands)
Interest income	$	3,595	$	95,608	$	195,381	$	49,851	$	14,247	$	23,287	$	—	$	381,969
Interest expense	(3,154)		(84,041)		(145,207)		(40,286)		(13,099)		(6,110)		—		(291,897)
Net interest income	441		11,567		50,174		9,565		1,148		17,177		—		90,072
Non-interest income
Investment fair value changes, net	(1,378)		(20,644)		(23,972)		(74,796)		390		(11,259)		4,028		(127,631)
Other income	—		—		631		—		—		—		—		631
Total non-interest income, net	(1,378)		(20,644)		(23,341)		(74,796)		390		(11,259)		4,028		(127,000)
General and administrative expenses	—		—		—		—		—		(130)		—		(130)
Other expenses	—		—		—		—		—		(1,158)		—		(1,158)

Income (loss) from Consolidated VIEs	$	(937)	$	(9,077)	$	26,833	$	(65,231)	$	1,538	$	4,630	$	4,028	$	(38,216)

We consolidate the assets and liabilities of certain Sequoia, CAFL and HEI securitization entities, as we did not meet the GAAP sale criteria at the time we transferred financial assets to these entities. Our involvement in consolidated Sequoia, CAFL and HEI entities continues in the following ways: (i) we continue to hold subordinate investments in each entity, and for certain entities, more senior investments; (ii) we maintain certain discretionary rights associated with our sponsorship of, or our subordinate investments in, each entity, including rights to direct loss mitigation activities; and (iii) we continue to hold a right to call the assets of certain entities (once they have been paid down below a specified threshold) at a price equal to, or in excess of, the current outstanding principal amount of the entity’s asset-backed securities issued. These factors have resulted in our continuing to consolidate the assets and liabilities of these Sequoia, CAFL and HEI entities in accordance with GAAP.

We consolidate the assets and liabilities of certain Freddie Mac K-Series and SLST securitization trusts resulting from our investment in subordinate securities issued by these trusts, and in the case of certain CAFL securitizations, resulting from securities acquired through our acquisition of CoreVest. Additionally, we consolidate the assets and liabilities of Servicing Investment entities from our investment in servicer advance investments and excess MSRs. In each case, we maintain certain discretionary rights associated with the ownership of these investments that we determined reflected a controlling financial interest, as we have both the power to direct the activities that most significantly impact the economic performance of the VIEs and the right to receive benefits of and the obligation to absorb losses from the VIEs that could potentially be significant to the VIEs.

Since 2012, we have transferred residential loans to 46 Sequoia securitization entities sponsored by us that are still outstanding as of September 30, 2023, and accounted for these transfers as sales for financial reporting purposes, in accordance with ASC 860. We also determined we were not the primary beneficiary of these VIEs as we lacked the power to direct the activities that will have the most significant economic impact on the entities. For certain of these transfers to securitization entities, for the transferred loans where we held the servicing rights prior to the transfer and continued to hold the servicing rights following the transfer, we recorded mortgage servicing rights ("MSRs") on our consolidated balance sheets, and classified those MSRs as Level 3 assets. We also retained senior and subordinate securities in these securitizations that we classified as Level 3 assets. Our continuing involvement in these securitizations is limited to customary servicing obligations associated with retaining servicing rights (which we retain a third-party sub-servicer to perform) and the receipt of interest income associated with the securities we retained.


(In Thousands)	September 30, 2023		December 31, 2022
On-balance sheet assets, at fair value:
Interest-only, senior and subordinate securities, classified as trading	$	32,772	$	28,722
Subordinate securities, classified as AFS	73,160		74,367
Mortgage servicing rights	11,562		11,589
Maximum loss exposure (1)	$	117,494	$	114,678
Assets transferred:
Principal balance of loans outstanding	$	3,830,002	$	4,052,922
Principal balance of loans 30+ days delinquent	18,498		27,739

(1)Maximum loss exposure from our involvement with unconsolidated VIEs pertains to the carrying value of our securities and MSRs retained from these VIEs and represents estimated losses that would be incurred under severe, hypothetical circumstances, such as if the value of our interests and any associated collateral declines to zero. This does not include, for example, any potential exposure to representation and warranty claims associated with our initial transfer of loans into a securitization.


September 30, 2023	MSRs			Senior Securities (1)			Subordinate Securities
(Dollars in Thousands)
Fair value at September 30, 2023	$	11,562		$	32,772		$	73,160
Expected life (in years) (2)	8			10			15
Prepayment speed assumption (annual CPR) (2)	6		%	5		%	8		%
Decrease in fair value from:
10% adverse change	$	207		$	589		$	458
25% adverse change	513			1,400			1,086
Discount rate assumption (2)	13		%	14		%	9		%
Decrease in fair value from:
100 basis point increase	$	405		$	1,547		$	6,878
200 basis point increase	827			2,782			12,831
Credit loss assumption (2)	N/A			0.03		%	0.03		%
Decrease in fair value from:
10% higher losses	N/A			N/A			$	31
25% higher losses	N/A			N/A			80


December 31, 2022	MSRs			Senior Securities (1)			Subordinate Securities
(Dollars in Thousands)
Fair value at December 31, 2022	$	11,589		$	28,722		$	74,367
Expected life (in years) (2)	7			7			16
Prepayment speed assumption (annual CPR) (2)	8		%	10		%	8		%
Decrease in fair value from:
10% adverse change	$	311		$	970		$	386
25% adverse change	779			2,344			907
Discount rate assumption (2)	11		%	12		%	9		%
Decrease in fair value from:
100 basis point increase	$	430		$	980		$	7,198
200 basis point increase	832			1,894			13,394
Credit loss assumption (2)	N/A			0.03		%	0.03		%
Decrease in fair value from:
10% higher losses	N/A			N/A			$	31
25% higher losses	N/A			N/A			76

Third-party VIEs are securitization entities in which we maintain an economic interest, but do not sponsor. Our economic interest may include several securities and other investments from the same third-party VIE, and in those cases, the analysis is performed in consideration of all of our interests. The following table presents a summary of our interests in third-party VIEs at September 30, 2023 and December 31, 2022, grouped by asset type.

We determined that we are not the primary beneficiary of these third-party VIEs, as we do not have the required power to direct the activities that most significantly impact the economic performance of these entities. Specifically, we do not service or manage these entities or otherwise solely hold decision making powers that are significant. As a result of this assessment, we do not consolidate any of the underlying assets and liabilities of these third-party VIEs – we only account for our specific interests in them.